-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GeWNsQyanCE5w2dGFH8J9Z5daeJlsGsH//asVaNWJ/E4NtgaeXz5c/efixJhk3Ko 86kZR8NmbRwHi3eocKW0zQ== 0000950133-02-001333.txt : 20020415 0000950133-02-001333.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950133-02-001333 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ CENTRAL INDEX KEY: 0000847383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 841084061 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54889 FILM NUMBER: 02599087 BUSINESS ADDRESS: STREET 1: 5435 AIRPORT BLVD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034440632 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BONN EDWARD J CENTRAL INDEX KEY: 0000922300 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3036520808 MAIL ADDRESS: STREET 1: 707 WINCHESTER CIRCLE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 SC 13D/A 1 w59128a3sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0145 Expires: October 31,2002 Estimated average burden hours per response.14.90 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* New Frontier Media, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 644398109 - -------------------------------------------------------------------------------- (CUSIP Number) Edward J. Bonn 15303 Ventura Blvd., Suite 1070 Sherman Oaks, CA 91403 (818) 788-0123 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Thaddeus Bereday, Esq. Brobeck, Phleger & Harrison LLP 2100 Reston Parkway, Suite 203 Reston, VA 20191 (703) 621-3000 April 1, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 249.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 644398109 13D Page 2 of 5 Pages - -------------------------------------------------------------------------------- Pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended, the Statement on Schedule 13D, dated October 27, 1999, as amended by Amendment No. 1 dated March 22, 2002, and Amendment No. 2 dated March 29, 2002 (the "Statement"), filed by Edward J. Bonn and BEF, LLC, relating to the common stock, par value $.0001 per share (the "Common Stock"), of New Frontier Media, Inc., a Colorado corporation (the "Issuer"), is hereby amended as set forth below. Unless otherwise indicated, capitalized terms used herein shall have the same meanings ascribed to them in the Statement. The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference, and the response to each item herein is qualified in its entirety by the provisions of such Exhibits. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: On April 1, 2002, Mr. Bonn requested, pursuant to the Issuer's Bylaws and Section 7-107-102 of the Colorado Business Corporation Act, that the Issuer call a special meeting of its shareholders (the "Special Meeting") to consider proposals (1) to remove all of the current members of the Board from their positions as directors of the Issuer, (2) to elect a slate of not less than five directors to be designated by Mr. Bonn, and (3) to direct the Board to redeem the Rights issued pursuant to the Rights Agreement dated November 29, 2001, between the Issuer and Corporate Stock Transfer, Inc., as Rights Agent. Mr. Bonn presently intends to solicit proxies in favor of these proposals at the Special Meeting, and expects to file a preliminary proxy statement with the SEC in advance of the Special Meeting. On April 2, 2002, Mr. Bonn issued a press release relating to the matters described above. A copy of the press release is attached hereto as Exhibit 10. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement dated as of March 21, 2002, between Mr. Bonn and BEF (previously filed) Exhibit 10 Press release issued April 2, 2002 - -------------------------------------------------------------------------------- CUSIP No. 644398109 13D Page 3 of 5 Pages - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct. Date: April 1, 2002 /s/ Edward J. Bonn --- --------------------------- Edward J. Bonn Date: April 1, 2002 BEF, LLC --- By: /s/ Edward J. Bonn ------------------------- Edward J. Bonn Manager The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power or attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EX-10 3 w59128a3ex10.txt PRESS RELEASE Contact: Todd Kehrli MKR Group, LLC (310) 314 - 3800 FOR IMMEDIATE RELEASE LARGEST SHAREHOLDER OF NEW FRONTIER MEDIA SUBMITS DEMAND FOR SPECIAL MEETING OF SHAREHOLDERS ------ HOLDER OF OVER 19% OF OUTSTANDING SHARES SEEKS REMOVAL OF BOARD OF DIRECTORS AND ELIMINATION OF "POISON PILL" ANTI-TAKEOVER DEVICE -------------------------------------------- BOULDER, CO, April 2, 2002 - Edward Bonn, the largest shareholder of New Frontier Media (NASDAQ: NOOF), announced today that he has submitted a demand for a special meeting of the shareholders. Bonn, who is a director of New Frontier Media and owns approximately 19% of the Company's outstanding shares, is seeking a shareholder vote on the following matters: -Removal of the current Board of Directors of New Frontier Media and election of a new slate of directors; and -Removal of the "Poison Pill" anti-takeover device previously adopted by New Frontier Media. "As the largest shareholder of New Frontier Media, I am taking this action today in an effort to address the important issues facing New Frontier and its shareholders," stated Edward Bonn. "I believe it is essential for New Frontier Media to identify and retain a new CEO and have an independent board to successfully execute on a business plan that will yield value for all shareholders. The potential for New Frontier Media is significant, but current management over the past several years has demonstrated that they are not qualified to undertake such an initiative. Under the supervision of a newly constituted Board of Directors, I will encourage the Board to engage in a process to identify and retain a new CEO and executive management team that is better suited to help New Frontier Media realize its full potential. "The traditional methods of corporate governance normally used to accomplishing these required changes have met with resistance and delay," continued Mr. Bonn. "The time has come to effect the necessary changes through the vote of the shareholders -- those who have the most at stake. While I will also attempt to continue to work with the existing Board to address these important issues, after careful consideration of the shareholders' interests, I believe it is appropriate to begin this process to permit the shareholders to exercise their will. The shareholders have the most to lose from continued ineffective management and the most to gain from a well executed plan -- their interests must be paramount in this process, along with the interests of employees and customers." New Frontier Media, Inc. is a distributor of adult entertainment, utilizing various electronic means of distribution. Mr. Edward Bonn owns approximately 19% of the outstanding shares of New Frontier, most of which were acquired in 1999 in connection with New Frontier's acquisition of its Internet operations. Mr. Bonn is currently a director of New Frontier Media. Acclaim Financial Group LLC is serving as strategic advisor to Mr. Bonn and Brobeck, Phleger & Harrison LLP is serving as his legal counsel. MR. BONN PRESENTLY PLANS TO FILE A PRELIMINARY PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION RELATING TO THE SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF NEW FRONTIER MEDIA FOR USE AT THE SPECIAL MEETING. MR. BONN STRONGLY ADVISES ALL NEW FRONTIER MEDIA SHAREHOLDERS TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. WHEN FILED, THE PRELIMINARY PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTPP:\\ WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN MR. BONN'S PROXY SOLICITATION WILL BE CONTAINED IN THE PRELIMINARY PROXY STATEMENT. ###### -----END PRIVACY-ENHANCED MESSAGE-----